The Ultimate Spider-Woman
by Vintura
Summary: An origin story of Petra Parker as she eventually becomes the Ultimate Spider-Woman, in a universe where events closely resemble the Ultimate universe Spider-Man. But unlike Peter Parker, Petra's story unfolds in very different ways compared to the iconic Spiderman origin story. Read on to check out the story of the Ultimate Spider-Woman.
1. Powerless - I

**Author's note:** So, this story is based on the Ultimate Spiderman Peter Parker and many initial events in that comic will closely resemble the events in Petra Parker's life. One major change from the canon origin story here will be that Uncle Ben survives and Aunt May dies. Ben still says the iconic phrase but he won't be the one murdered in this story. Lemme know if you guys have any thoughts on this particular idea... if you think its interesting or just bad. Lemme know because I'm still forming the later sections of the story and I'd like to know the thoughts you guys have on things I could change for Petra's origin story.

Also, I haven't yet decided on the pairings yet. But most probably, Gwen Stacy will definitely be the first appearance as a romantic interest for Petra and Mary Jane is gonna appear later (just like the original spider-man comics) which I guess differs in that respect from the Ultimate Spider-man verse.  
Anyways, let me know what you guys think of this beginning.

Also, I don't own Spider-Man. He is not my character. His rights belong to Marvel Comics. This is just fanfic based on the character owned by Marvel Comics. Peace.

P.S. In case it isn't clear, the sentences in italics are the POV character's thoughts.

* * *

**POWERLESS - I  
**

**Tuesday**

**10:56 A.M.**

**Oscorp Industries, Main Laboratory Facility, Long Island, New York**

The long and shadowed face of Norman Osborn stared down at a solidly-built glass containment box. Inside it was his prey, his prestigious test subject – a genetically modified highly irradiated spider. It was the result of six month's work on the Oz project. He had kept a careful eye on the project and the scientists who had been cherry-picked to run it had been working under extreme pressure and stress because of his constant vigilance.

_Good_, he thought. _Fear is a great motivator to success._

"Tell me…" he said to his secretary Miley (or was it Mia; he couldn't remember which), who was standing next to him with a clipboard, "Are you familiar with Greek Mythology?"

"I know a few things," she replied but he could sense her voice shaking at the end as he slowly opened the lid of the glass box. He smirked to himself.

"Then you've heard the myth of Arachne?" he asked as he gently picked up the spider in his gloved hand. He studied it under the white lamp-light with great interest.

"Ye-Yes," she said with a shudder and Norman could see from the corner of his eye that she had backed a few steps away from him.

"Spiders are incredibly intelligent creatures, Miss Miley. The more you act like prey the more likely it is that they'll treat you the same way," he said. She eyed him fearfully for a few seconds and then resumed her previous stance but her eyes never left the spider for a moment.

"My name is Mia, Sir. Miley was the girl you fired last week," she said in a barely audible voice.

_So it was Mia after all._

Norman resumed his close examination of the spider, tracing the details of his exquisite creation. "It's taken us months to create this beauty. Our guess is, one bite and you would die in the most horrible and painful way possible. It has the combined poison of all the known spider species in existence and then some."

His smile grew more distinct as he recognized the two yellow dots imprinted on the back of the spider's body. The marker signified that Oz had been administered in creating it.

_Yes…_ _Oz will change the way the world works... It will change the future of humanity._

"Mr. Osborn?" someone said, breaking him out of his internal thoughts. It was one of the lab workers handing him a phone, "Your lawyer's on the phone. Said it's important"

The smile on Norman's face vanished and was instantly replaced with annoyance. "What is it?" he said placing the receiver over his mouth. "No, under no circumstance do I want him- What? Just tell him to stop calling! I have everything under control, just tell him that." The voice of his lawyer came back sharp and abrupt and he replied with – "Does he not understand the value of patience in science? The Oz project cannot be hurried, we have a timeframe already set up and none of it can be hurried!"

While he talked, Norman gently placed the spider back inside the glass box and started walking away. In his state of absentmindedness, he left the lid open and his new secretary was too timid to point it out to him while he continued his loud argument over the phone.

Mia went towards the glass box with the intention of closing the lid, but she noticed the four glossy eyes of the spider staring back at her. Its eyes were alive and full of intelligence.

Terrified, she ran the opposite way following the fading footsteps of her boss out of the Lab.

The spider rubbed its pincers together and with a blinding leap, it clambered out into freedom.

* * *

**12:40 P.M.**

**Midtown High, Queens, New York**

It was P.T. class and 15-year-old Petra Parker sat on the long wooden benches of the modestly sized school gymnasium.

Her brunette hair was tied in a ponytail and her overly-large round glasses were set on her nose precociously. She was dressed in black school shorts and a blue jersey top covered her torso. And though she was wearing the right attire for P.T. class, she did not join the rest of her classmates on the gym court.

Her head was buried in a book on polymers. The page she was reading detailed the molecular structure of Poly-ethylene, or for simplicity's sake, polythene. To Petra, this seemed more interesting than to waste her energy on physical tasks that she knew she was incapable of. So, she read with interest and full attention as the various chain structures of different polymers unfolded in her head.

But lost as she was in her own world, she could still hear her classmates mingling around her. In fact, it was impossible not to be distracted by the giggles and shouts and the echoing footsteps of twenty-five teenagers all engaged in some sport.

Some of the guys were playing a game of volleyball on one half of the court, while on the other side a rag-tag bunch of boys and girls were playing a mixed game of basketball. The coach was refereeing the volleyball game with his whistle between his lips.

For the most part, as Petra realized, no one was paying any attention to her.

_So far so good_, she thought smiling inwardly as she hid her face behind her book. _Now all I need-_

BAM…

The ball had hit her on the side of the head, knocking the heavy book out of her hand. It fell flat on her feet crushing one of her toes. Stars swam around her eyes while sounds of sniggering and giggles filled the room.

Once her wooziness disappeared, she noticed all the gleeful stares around the room and turned a deep red. Gently leaning down, she picked up the book and wiggled her toe. Her eyes watered in pain.

_It can't be broken but man does it hurt._

"Why'd you do it Sally?" came the voice of Harry Osborn as he pointedly stared at a blonde girl in athletic tracks.

"It wasn't on purpose," Sally replied her eyes wide in shock as if she couldn't believe Harry doubted her. "If Parker would have kept that book down, she would have seen the ball coming"

Harry didn't bother starting an argument but from the worried look her friend gave her, Petra knew it had been on purpose.

"I'm fine," she said when the coach turned and asked if she was alright.

The basket-ball was lying a few feet away from her just under the bench. She reached for it and threw it down but her aim was way off and instead, it landed on the other side of the court and disrupted the volleyball game.

"I'm sorry," she muttered feeling even more miserable as she saw the smirk on Sally Avril's face and the mixture of sympathy and amusement on Harry's face.

* * *

By the time school ended that day, Petra was feeling much better. Maybe she'd made a mess of herself in P.T. class but there was no way that could keep her down. She was too busy formulating her plan for the next series of experiments to conduct in that dark basement of hers back home. That polymer book had opened up a new set of possibilities.

The parking lot was full of kids as she slowly exited the school doors and shouldering her backpack she trudged her way home.

"Need a ride?" asked Harry as he and Flash Thompson intercepted her path.

"It's alright, Harry. I can walk from time to time," she said offering a smile to both the boys.

"C'mon, I have an empty limousine waiting to drive me all the way back to the penthouse. I can make a short circuit to your house"

"Gee Harry," Flash chuckled, "You're like a clingy boyfriend" he winked at her.

Harry blushed, "It's not - … What the hell, you know we're just frie- "

"You're friends I get it!" he said laughing. "Keep the peace Osborn and you too Parker," he said fist-bumping them both on their shoulders, "I have work at home, I'll see you around"

Once Flash left, Petra clambered comfortably into Harry's limo and he took the seat beside her. "You're way too spoiled you know that?" Petra said ogling the huge space inside.

Harry grumbled, "You've seen it a hundred times. Just shut up"

"Hey, you're stupidly rich and I'm barely running on any juice. I'm supposed to worship all of you rich types" she grinned.

"Not the rich thing again!" Harry said faking a look of disgust.

"Are you telling me you hate being rich Mr. Osborn?" Petra asked feigning surprise.

"Oh, it's the absolute worst. The servants never leave you alone, the food never gets worse and you never run out of cash in your wallet. Ugh, it's absolutely horrible."

"I can only imagine," she said smiling at his acting chops. "If I didn't know better that would have been some top-notch reality show material right there"

"But it's true!" Harry replied in the same melodramatic tone, "Being rich also means girls like you don't leave me alone!"

"What can I say, Mr Osborn, I don't come cheap," Petra replied wittily. "Though when you talk about girls who won't leave you alone, Liz Allan might be the one you're thinking of…"

"Hey, Liz and I have a good thing going. You said so yourself."

"You guys are great together," she said meaning every word.

"But leaving my love life aside, are you okay? That Sally girl never lets you catch a break does she? She's really a… Well, I think you know what she is."

"It's alright Harry," she replied staring outside the tinted windows of the limo, "It's barely the end of the world."

Harry looked like he wanted to argue but the jet black limousine rolled on silently.

* * *

**9:03 P.M.**

**The Parker Residence, Forest Hill, Queens, New York**

"S.A.D?" asked Aunt May at the dinner table.

"What?" asked Uncle Ben with a look of surprise on his face.

Petra was sitting between them both in the dinner table going through the final pages of her polymer book. Her plate of mashed potatoes and peas had been left untouched so far. Also, she was completely unaware of the conversation happening between her two legal guardians.

"Social Anxiety Disorder?" said May.

"What? What are you talking about May?" asked Ben feeling more and more confused by the second.

"Petra…" May whispered nodding her head towards the oblivious figure reading the book. "I think she has… S.A.D."

Having finally understood what May was talking about, Ben chuckled, "And you think she has S.A.D because?"

"Well because she always looks sad doesn't she!"

"Isn't that a tad ironical," Ben asked with his good-natured smile.

"But she's so quiet. She wasn't this quiet when she was younger."

"Well, that's because she thinks more now. She reads books and she thinks."

"Shouldn't we investigate?"

"No," Ben replied.

"Why not?"

"No, we should just leave her alone," Ben said forking the peas into his mouth.

"But-"

"Guys," Petra interjected having finally become aware of the conversation. "I'm right here you know."

"There you go," Ben said with a triumphant look, "She wants us to leave her alone."

"She didn't say that specifically," May replied.

"I want you both to leave me alone," Petra replied specifically.

"But what about S.A.D.?" May asked with wide eyes.

"What's S.A.D.?" Petra asked. It was her turn to put on a confused face.

"Trust me, Pete," Uncle Ben said shaking his head comically, "You don't wanna know. Don't encourage your Aunt."

But unfortunately, Uncle Ben's warning was too late and Aunt May having gained the perfect opportunity, delivered a fifteen-minute lecture on an internet article she had found on Social Anxiety Disorder.

"Is that what reading a book feels like?" Uncle Ben asked Petra at the end of the ordeal with glossy eyes.

"Oh, this was much worse."


	2. Powerless - II

Thanks for all the likes and follows so far. Really… Thanks. Hope you guys enjoy this chapter.

* * *

**POWERLESS - II**

**Wednesday**

**12:30 A.M.**

**The Osborn Penthouse, Manhattan Island, New York**

Norman Osborn sat in his study looking out through the long glass walls of his penthouse onto the bright grid-locked streets of Uptown Manhattan. Under the silvery moonlight and the dim light of the study lamp, Norman was dressed in his purple night-gown. In his right hand, he held a glass of scotch, which he had been finishing for the last hour or so, enjoying its taste and vitality.

For the last few months, this had been his routine. He would often stay awake late into the night whilst deep in thoughts, wondering of course, about his Oz Project.

_Oz will redefine Oscorp_, were his thoughts most nights._ The Super-Soldier serum of the '40s will be a mere blip in human enhancement drugs once we have Oz. _

But despite his optimistic projections, he was very much aware of the project's problems. Most importantly, it was putting an immense strain on the company's research funds. He had transferred a huge amount of his investor's money into the invention of the Oz drug and after six months of painstaking hard work, his only result was a genetically modified arachnid.

_The board doesn't understand the importance of what we're trying to achieve_, he thought as he gulped down the remaining scotch in one sip and placing the glass back in its cupboard. _All they want are results and finished products. But all great inventions require huge sacrifices. _

He switched off the lights in his study and prepared himself for bed. As he remembered, tomorrow he had a meeting with Dr. Octavius, the scientist leading the Oz Project, and he also vaguely recalled that Harry's science class would be making a field trip to the Oscorp Research Facility as well.

In other words, Norman had a long day ahead. He grimaced inwardly as he also remembered that he had promised Harry he would make an appearance during the trip.

_What a pain… School trips are so beneath me. _

In fact, he had no clue why he had agreed to Harry's demand in the first place. It must have been an impulsive decision or he had been distracted at the time. Well, in any case, he had to attend the meeting with Dr. Octavius, so he could always excuse himself from obliging his promise to Harry.

_Yes, attending that meeting with Octavius is far more important. I suppose Harry will be disappointed but he should realize his father has more pressing concerns than entertaining high school children. _

Besides, it wasn't like he had been perfectly happy with his son's attitude of late either. He had tried to hide it to his best ability but without a doubt, he had been utterly disappointed in Harry's lack of interest in academics and his disregard for science. Sometimes Norman felt guilty that he thought of his son as a disappointment, but it was true.

Also, Norman knew Harry had a girlfriend, that Liz Allan girl, who Harry kept inviting regularly to the penthouse. He partially blamed that girl for Harry's declining grades and his overall misdemeanor towards studies. That girl was much too pretty and an unnecessary distraction for a boy of his age.

_That Parker girl was a much better influence on him. She isn't like the usual riff-raff, not too show-biz but she's intelligent and smart. Qualities Harry could benefit from._

Scowling about the various worries and disappointments in his life, Norman slipped under the covers of his king-sized bed and went into a sleep troubled with nightmares.

Sometime during the night, his arm stretched across the bed to where his wife would often be asleep by his side. The wife who would carry half his burdens but now her side of the bed was empty.

He was completely alone.

* * *

**7:35 A.M.**

**The Parker Residence, Queens, New York**

"Petra!" Aunt May's voice floated from the kitchen and into the young girl's sleepy ears.

She stretched out on the basement sofa where she had comfortably curled up in sleep last night while working on one of her new experiments. It was a new project on adhesives and polymers; she had found the idea in one of her father's old journals.

She had worked extremely late into the night, tinkering around with a variety of chemicals, breathing in fumes and eventually, tiredness had forced her to go to sleep right there. Her glasses were kept on the table next to a microscope which once belonged to her father.

"Petra Parker, where are you?" May's voice came loud and clear from the top of the basement stairs.

Her aunt's screaming startled her so much that she tipped off the sofa and fell on the floor with a resounding thud. When Aunt May came down, the morning newspaper bundle in her hand, she found Petra lying on her butt on the basement floor.

"I scoured the whole house, the entire house! I checked your bedroom twice, the bathroom thrice, the living room, the kitchen and even the frikkin roof, and I find you here, lying on the cold concrete like an idiot!" May said with a raised eyebrow and a smirk.

"Sorry," she muttered rubbing the back of her neck and peering at her aunt with heavy sleep-laden eyes.

"Don't be," her aunt said still laughing. "Well c'mon kiddo, school isn't gonna wait for your late shenanigans."

"Uggghhh"

"Less groaning and more running." May ordered with her hands on her hips, "Oh and you're not going anywhere without a shower. You smell like an industrial dump, what on god's earth have you been using down here? Wait, is that my nail polish?"

"It's acetone. I needed acetone for my work." Petra said both stretching and yawning simultaneously at the same time.

"Unbelievable!" May raised her hands hysterically, "Absolutely unbelievable! I've raised a nail polish thief!"

"What's not to believe?" she asked innocently with a sweet smile, "I was born a nail polish thief."

May chased her out of the room with the newspaper.

* * *

**11:02 A.M.**

**South-Wing Food Court, Midtown High, Queens, New York**

It was recess and Petra was gobbling down her lunch as quickly as it was physically possible to stuff food down her throat. She, of course, didn't realize that she was not a pleasant sight for others as she munched down whole sandwiches like a monster. The field trip to Oscorp would start in half an hour and there was no way in hell she was going to go there half-starved. No, she was going to enjoy the trip without worrying about food at all.

However, her monstrous eating pace was interrupted by a tap on the shoulder. She turned around with her mouth stuffed to blowing proportions and faced an extremely amused looking Gwen Stacy.

"You've got some kind of death wish haven't you?" she asked.

"Whey Vwey."

"Maybe swallow first?" Gwen asked. Her blonde hair was swept to one side almost like she had just walked across a beach somewhere. No matter what, Gwen always managed to look fashionably chirpy in her brightly colored hoodies.

"Hey Gwen," Petra managed after a considerable amount of chewing and going slightly red in the face.

"You're excited aren't you," Gwen said with twinkling eyes. "Field trip to Oscorp. So cool."

"You bet. Where's Liz?" she asked. Everyone knew Gwen and Liz were best buddies in and out of the school circle.

"No clue," Gwen said shaking her head. "Probably with Harry. Where's Harry?"

"Probably with Liz. And they're both… probably making out somewhere."

"Hah," Gwen snorted in laughter. "They're both insufferable twats. How dare they both leave us alone in this wild place! Seriously, can you see Flash Thompson and Eddie Brock laughing like absolute pigs? Who laughs like that? And that Sally girl is giving the freshmen girls the Mean Girls stare. Ugh, this place is like an unchecked zoo."

Petra chuckled when she saw what Gwen meant. "When you put it like that it is pretty funny"

"You think it's funny Miss Parker but actually, you should be terrified. Teenagers are the scariest bunch of humans… period," she said with a poker face dripping with sarcasm.

"Aren't you a teenager yourself?"

"Agree to disagree. Or whatever."

"You're not weird at all," Petra replied shaking her head in wonder.

"Sure," Gwen said grinning. "Hey, that Sally girl is really getting on my nerves. You know what, I'll see you later Pete. Try not to choke on your food."

Once she departed, Petra returned her food tray to the lady at the counter and while she was on her way out, a commotion broke out behind her. It was Sally Avril, holding the front of her jacket which had been drenched from top to bottom with some liquid, probably water. As people made a fuss around the distraught Sally, Petra saw a quiet smiling Gwen Stacy at the back of the room, her hood pulled over her head and an empty paper cup in her hand.

* * *

**12:10 P.M.**

**Oscorp Industries, Research Lab Facility, Long Island, New York**

"Welcome children!" said the tour guide of the field trip as Petra followed her classmates into the depths of the advanced labyrinths of Oscorp.

Walking beside her was Harry, who looked extremely proud to be in the confines of his father's company. Following them closely behind, were Gwen Stacy and Liz Allan.

Both Petra and Gwen kept sharing looks of amazement as they marveled at the state-of-the-art scientific equipment being used at the various stations inside the Research Labs. Petra herself was memorizing every small detail inside the labs with the intention of googling them once she was back home.

"Since 1973," began the tour guide, "Oscorp industries, Inc. has been manufacturing innovative materials for the varying purposes of Research, Industrial Processing, Construction, Automotive, Chemical Processing and a number of other Global Industrial Sectors. We are a leading manufacturer in the world and Oscorp operates one hundred and ten major R&D Facilities worldwide."

Harry yawned wide and loud as the tour guide kept droning on and on about the different merits of his father's global enterprise. Petra kept listening but it wasn't anything particularly interesting and she soon realized that even Gwen looked partially bored at the tour guide's extended lecture.

"This was not supposed to be the plan," Harry muttered angrily, "Dad promised me he'd come here personally. Who the heck assigned this guy for tour duty? Everyone's bored out of their frikkin minds and it's only been like ten minutes"

"Your dad said he'd come?" Petra asked surprised.

"I made him promise," Harry said looking more upset than he sounded.

"Maybe something came up? Maybe it was work-related? You know how busy he is"

He scoffed, "It's always something work-related for him. It's always some or the other excuse with him. That's why I made him promise this time but apparently those don't mean much to him either"

"Hey look, I'm sure there's a good reason why he didn't come. Don't beat yourself up over it."

Harry was about to reply back when it happened. It was a matter of five seconds and it was the most painful sensation in Petra's whole life. She screamed as she felt the spider's fangs enter her hand, she screamed even more as the spider's venom entered her body and set every nerve on fire.

She vaguely remembered everyone around her turning in slow motion, she remembered the spider flying off her hand as she shook it. Everything seemed to be happening slowly, or was she moving really fast? She couldn't tell.

There were people calling her name, Harry, Gwen, Liz, Flash, Eddie, and she heard them all but her vision was already going black.

Unconsciousness came over her as Petra Parker fell to the ground; while inside her body, the spider venom was changing her forever.

* * *

**Author's note:** Well, there goes the spider bite. I hope you guys like the story so far even though I haven't really gotten into the actual Spider-man/woman stuff. I'm kinda taking it slow in an attempt to develop the characters meaningfully. Also, plz let me know what you guys think about this story in the comments. I'm welcome to suggestions and I also want to know what you guys thought of my idea to have Uncle Ben survive in this universe while Aunt May dies. It could make for some interesting changes.  
Also, I probably will give this universe a separate number like Earth 1630 or something. I dunno for sure yet but this story is heavily influenced by the Ultimate Spiderman Peter Parker comics so I want to number it close to that universe. Anyways these are all ideas for now.

In the next chapter, Petra will discover the various changes that have happened to her physically overnight and she has to figure out how to deal with this change.  
Again, sorry if this seems slow but I'm trying to write it at a comfortable pace and not rush it too much.


	3. Change

**CHANGE**

**1:10 P.M**

**Oscorp Industries, Conference Room, Manhattan, New York**

"Miss Octavius," Norman greeted, extending his hand towards the woman with the curly brown hair and clipped spectacles on her nose.

"This meeting was uncalled for Mr. Osborn. Do you know how busy I am?"

"I certainly do but unfortunately, external matters have forced my hand"

"External matters as in?"

Norman sat down in his swivel chair and crossed his hands, "You know as well as me Olivia, that a lot of important people have vested their interests in our company's success. Especially on our… current research project"

"Miss Octavius is fine, thank you," she replied with a peeked eyebrow. "And if it's Oz you're talking about, we need more time"

"No no," Norman said shaking his index finger at her. "What we need is you and your team giving it your all and providing us with results"

"But we're already working around the clock! We've provided you with a super-enhanced spider specimen, which by the way, was a direct result of the Oz formula working it's magic!"

"And you've done well, so far. But like I mentioned, a lot of important people are worried about our product and its ultimate purpose."

"It's ultimate purpose is to advance the super-soldier project from the late '40s. And given current advancements in science and the people working in your lab, it's only a matter of time before - "

"I got a phone call yesterday," Norman interrupted, "My lawyer had a talk with a bunch of our investors and apparently, your funding may be under some pressure. Apparently, patience has been running thin among important people."

"That is absolutely unprecedented! We need time. We're nowhere near our end goal."

"Two months," Norman announced, "That's all you have before your funds are cut. There's nothing I can do about it seeing as how the board just overruled me earlier today."

"You must be joking! There's no way… Two months to do what? We're still streamlining the drug, figuring out its problems, testing it on other animals…"

"As expectations have been relayed to me, you need to reach the human testing phase. In two months, you and your underlings will be running the Oz drug on human test subjects"

"But that is a breach of both ethical and moral… We're nowhere close to - "

Olivia Octavius was cut short in the middle of her troubled reaction as the office secretary ran into the room and whispered something into Norman's ears.

He didn't seem fazed by whatever the news was, but instead, he looked at her and said, "There's been trouble at the lab. In your quarters nonetheless"

"What happened?" Olivia asked.

"One of our special spiders bit a student from the school trip group."

"Jesus, I have to head back"

"Please do," Norman said as he slinked back into the shadows of the conference room. "And Miss Octavius, I hope you keep this discussion in mind in the future. For both your sake and mine."

* * *

**2:00 P.M.**

**School Clinic, Midtown High, Queens, New York**

"What was it that bit you again? A snake?" asked the doctor for the third time while Petra sat on the bed while her hand was being bandaged.

"A spider," she replied feeling somewhat drowsy in the quiet atmosphere of the doctor's wing. "How long is this gonna take?"

"Just a few more minutes. We called your uncle, he'll be here to pick you up as soon as he can."

_Good_, she thought. _The sooner I'm outta here the better_.

She had fainted after the bite but except for the throbbing pain in her hand right now, there had been no other traces of injury or ailment. Harry had told her once she had woken up back on the bus that she had been out for merely fifteen minutes. The moment they'd arrived back at school, he, along with Gwen and Liz had rushed her to the doctor's office.

"Are you sure it was a spider? It looks more like a snake bite to me."

_Ugghhhhhhhhhh_

"It was definitely a spider."

"Hmm," mused the doctor with a thoughtful look, "Nevertheless it might have been poisonous. Where was it that you got bit again?"

"The Oscorp field trip. I thought you knew"

"Your hand does look a bit purple. I should probably give you a blood test"

Fifteen minutes later, she was walking out of the doctor's office with a fully wrapped and sensitized left hand. The painful throbbing was almost gone and all she could feel now was an acute sense of drowsiness. She really needed to sleep, but there might still be some time before Uncle Ben arrived.

She slowly walked to the toilet and thoroughly washed her face hoping to get rid of the persistent sleepiness. For a few seconds, she stared at her wet dripping face in the mirror before wiping it with her jumper sleeve.

_What a bloody fiasco the day turned out to be. I hope Uncle Ben gets here soon._

In an instant, an insane buzz filled Petra's ears and the skin on her back lit up with a thousand goosebumps. She turned around in a violent knee-jerk reaction only to find Gwen Stacy with her hand extended towards her shoulder like she had planned to greet her, and a shocked expression covered her face.

"Uh… " Gwen said, "You okay?"

The buzz slowly dimmed away but the experience had been so jarring that Petra felt like she had been injected with bottles of adrenaline. She stared at Gwen for a while, a sense of foreboding grasping her limbs. Her heart was thumping against her ribs like mad for unknown reasons and she felt like she was having a panic attack.

_Not good, not good at all. _

She made an excuse and ran out of the room leaving a confused and shell-shocked Gwen Stacy staring behind her.

* * *

**2:43 P.M.**

**The Parker Residence, Queens, New York**

"You're okay?" Uncle Ben asked as they walked in through the front door.

"Yeah," she muttered.

"So, no hospital?"

"Nope," she muttered still thinking about the toilet incident.

"Hah, you're tough kiddo"

"It was a spider-bite. It was nothing."

_Then explain what happened back in the toilet. You know it wasn't nothing._

"I'm still worried Pete. Maybe I should call in at work and spend the day here?"

"I'm fine Uncle Ben."

"But just as a security measure. May's off at the supermarket and I feel uncomfortable leaving you alone."

"You really shouldn't skip your shift, definitely not on my account. Besides, I'm going to take a nap, so unless you want to read me bed-time stories you're better off at work."

Ben sighed as he watched his niece climb the stairs of the house and disappear into her room. Somewhat hesitantly he collected his hat and jacket and walked out the front door worrying that he was doing the wrong thing.

Meanwhile upstairs, Petra had barely managed to get out of her jeans as she stumbled around the room dizzy with tiredness. She started getting out of the jumper but her eyes kept closing involuntarily. Her body was acting against her will and what it wanted more than anything right then - was the warm embrace of sleep.

_Just a moment_, she thought. _Lemme just squeeze outta this freakin shirt first._

She staggered around like a drunk person as she dropped her clothes on the floor. In her dazed stupor, she accidentally hit the play button of her sound system and immediately her room and the entire Parker household was filled with electronic music.

_Goddamn it_, she thought as she put on a baggy top while the deep reverberation of drumbeats echoed around the room. _Why on earth is everything so loud?_

She couldn't understand why everything was suddenly so loud. It wasn't just the music either but everything felt out of focus. Like every single sensation had been dialed up beyond her perceptive abilities. She felt exhausted trying to keep up with everything and all she wanted was some quiet and well-deserved rest after a horrible day.

So, slowly, she tried moving towards the sound system to stop it, but halfway there, her body wouldn't take it anymore and without any protests, she fell asleep.

It was hours before she heard Aunt May knocking and calling her from outside her door.

As she slowly woke up, Petra realized the music was still playing.

Also, as her sleepiness went away, she gasped in shock as the realization came upon her, that somehow, her bed and tables and her cupboard, were all lying on the ceiling. How was that even possible?

_Wait a second… That's not the ceiling, that's..._

_The floor?_

It took her a few more seconds to fully understand, that she had slept for hours while attached to her bedroom ceiling.

_Well… that's new_…

_Shit!_

* * *

**Meanwhile,**

**Oscorp Industries, Research Lab Facility, Long Island, New York**

Olivia Octavius was sitting in the CCTV room as she was thoroughly sifting through the footage of the day's events. Her eyes were sharp and hidden behind her glasses.

She was normally quite a beautiful woman, but because she always dressed in work clothes, people could hardly recognize her appearance outside. However, she herself carried very less importance about her looks; after all, research was her life's work and worth.

But only a few hours ago, she had found out that the spider which had bitten the school trip student, had been missing for quite sometime before the event. Clearly, someone had not been keeping a close eye on them.

12:15 PM, there it was. She finally found the grainy video of the girl in the blue jumper who had been bitten by the spider. She watched keenly at the computer screen as the girl fell to the floor immediately after the bite.

_Hmm, interesting_. _There's a good chance she's gonna die. The radiation levels are far too deadly._

She downloaded the video onto her personal drive and opening a mail attachment, she decided to send it over to Norman Osborn.

But right before she clicked the send button, she hesitated. She remembered her discussion with him from earlier that day. She remembered how threatened she had felt by his power over her work. Oz was, after all, her brain-child. She had made the suggestion to him in the first place.

She re-watched the video - the girl screamed in pain as the spider bit her. She watched her fall to the ground once again. She watched the whole video thrice before canceling the mail to Norman Osborn.

_This… This might require a more personal touch._

* * *

**AUTHOR'S NOTES: **I really liked female Doc Ock from Spiderverse, so I decided, why not make her cannon in this universe. Don't expect every villain to be gender-bent though, because I'm still sticking strictly to the normal version of many things and some things might be changed in surprising ways. Lemme know if you think Olivia Octavius is a good idea or a horrible idea. I'm just trying new stuff with this story and seeing how things might turn out differently in this alternate universe.

Also, Olivia Octavius is obviously working for herself and her own motivations are very different from her boss. So, Norman won't find out Petra got bit by that spider because of Olivia's decision at the end of this chapter. Well, at least so far.

Petra's gonna see a few changes in her life as well and I'm very excited to see where that goes. Very exciting stuff! Also, Gwen will be the eventual romantic interest so expect a few awkward scenes in the future.

Great stuff is coming!


	4. Discovery

**DISCOVERY**

**Thursday**

**9:23 A.M.**

**Midtown High, Queens, New York**

It was advanced algebra hour and Petra was struggling against herself. It was happening again, her senses were amplifying beyond her voluntary perceptions. For fifteen minutes she had been attending the class without any problems until the weird sensations began.

Her hands were shaking, her heart was thumping against her ribs like a caged animal; beads of sweat lined her forehead. Her clothes were sticky and she wanted to take off her jumper.

The air felt cold and hot at the same time, the teacher's droning voice was loud and high pitched, almost like an annoying mosquito buzzing in her ear. She jerked sideways when she heard the incessant pencil tapping behind her desk which she knew to be Harry's.

_Stop it! _she thought feeling dizzy. _It's too much. Stop!_

She peeked a glance sideways at Gwen Stacy, who happened to be sitting next to her that day. Her head was resting against one of her hands and she looked utterly bored. The blonde hair was covering one side of her face and framed her figure quite well as it fell on her slender neck.

Petra gritted her teeth together as the colors swam in front of her eyes. She felt nauseous and faint.

_Why won't it stop? _she grimaced, covering her face as a fresh wave of sweat kept pouring out of her hair.

She felt a tap on her shoulder.

It was the teacher looking at her with a concerned expression. He said something to her but Petra couldn't hear him.

She turned around and saw her classmates staring back at her. She could see strange curious faces observing her sweat smeared face and her twisted expression. Her knees grew weak.

But it was when she saw Gwen's face and her eyes looking straight at her, that Petra gathered her things and ran out of the class.

She ran until she had crossed the corridor and she kept running still. Everything was a blur around her and she had no destination in mind as her feet flew across the halls of Midtown High. She finally stopped at the edge of the football grounds not knowing how she'd got there so fast but she didn't care. At least her senses were back to normal again.

Tired and sweaty, she sat down on a patch of grass and looked at her hands.

_What is going on? First that incident in the bathroom with Gwen, then sticking to walls while I'm sleeping?! And now this! It can't be a coincidence. It all relates to that spider-bite… _

Her hands trembled slightly as she uncovered her bandage and stared at the purple swollen spot where the spider had bitten her.

_My symptoms are not normal for someone bitten by a random spider. No, there's something strange going on here… It's time I took this more seriously._

* * *

**11:05 A.M.**

**West-Wing Junior Library, Midtown High, Queens, New York**

As the plan went, Petra was shuffling through a series of books on spiders along a secluded row of bookshelves. Although technically it was her History hour, she was bunking class for a much-needed investigation into her own symptoms. Also, in the library, she was safe from prying eyes and ever since the spider-bite, everyone had been looking at her strangely in the open hallways.

She was flipping through pages like a madman when a pair of hands closed the book on her face.

"Ow!"

"How long do you plan…" Gwen whispered, "to keep running away from me?"

She massaged her nose and stared at the petulant looking Gwen Stacy who had managed to corner her among the book-shelves. "You wurt vy wose"

"I beg your pardon?" she muttered.

"You hurt vy nose."

"Damn well I did. I'm missing my Chemistry hour for this!"

"Sorry… And I haven't been running away from you"

"Really? Because it certainly seems like it seeing as how you've made a dramatic escape twice now. Mind explaining what's going on?"

"I… Nothing, nothing's going on," she answered.

"You sure?" she asked with a raised eyebrow.

"Absolutely"

"Then why on earth are you reading a book on spiders… the spider-bite?"

"Umm yeah. Just reading up on them. You know, just to make sure I wasn't poisoned or anything…"

"Poisoned? Did something happen Pete?"

"What? No no, nothing happened," she coughed nervously.

"Good," Gwen said looking relieved. "You've been acting quite strange lately. I was worried"

"Well, I'm fine. Nothing to worry about at all."

"In that case, why don't I help you with whatever you're reading? You know I'm good with research."

"Oh, that… that's alright. I can handle this myself. You don't have to - "

"C'mon, it's not like I have anything better to do now that I've bunked chemistry. Besides, we have our biology project coming up next week and we're partners on that, aren't we? How about some quality bonding time eh?"

There was no escaping from Gwen Stacy as Petra soon realized. The next hour was spent scouring through hundreds of pages of gruesome pictures of all kinds of spiders.

"You have weird tastes, Pete," Gwen said looking at a disgusting picture of the underbelly of a wolf-spider. "I had no idea you were into this kind of stuff"

"I'm not – "

"I know. There's something called sarcasm." She said nonchalantly. "But seriously, some of these photographs… are the stuff of nightmares."

* * *

**4:18 P.M.**

**Outside Midtown High, Queens, New York**

"So I got into a fight with Sally today," Gwen said as they walked back home after class that day.

"What… when?"

"During recess. She and her goonies cornered me in the locker room."

"What for?" Petra asked watching the cars pass by them while they waited at the pedestrian crossing.

"Well, she figured out it was me who threw that cup of hot coffee on her yesterday. So get a few screws in the right place and voila, she began threatening me."

"She can be a bit fierce sometimes."

"She's a moron. I told that to her face"

"What the…" Petra cried eyeing Gwen with awe as they crossed the street. Gwen was a few inches taller than her so her head was angled upwards as she stared.

"She just turned red in the face and fled after that. A classic case of using reverse psychology on a bully. Always works."

"You really know a lot about this," she said clutching her newly borrowed library books to her chest.

"My dad's a cop. Intimidation tactics are kinda natural ground for me."

"Maybe… you could… Nah never mind"

"Maybe I could what?"

"Nah it's nothing," Petra said flushing.

"Judging from that face, now I have to know what you were going to say. What was it?" she asked with a hint of a smile.

"I uh have… Nah it's nothing," she replied hastily.

"Well isn't that anti-climactic. And right when I thought I'd get to learn a few things about you. The only thing I know about you now is that you have a strange fascination for spiders."

"I don't have a fascination for spiders," she replied indignantly.

Gwen smirked, "You're an enigma Petra. Always silent and brooding in class. You don't talk much except when the teachers ask you questions. And when you do answer you seem like an arrogant know-it-all."

She gawked at Gwen in surprise. "I had no idea people thought that about me."

"Exactly my point. You're so detached from everyone around you that people made up these absurd rumors about what you're really like in person. Heck, I believed half of them before I met you in class this year."

"Really?"

"Yeah really. You're an enigma. A mystery. But I have to say, you're not as arrogant as everyone says. You're just a little arrogant."

"Oh ha ha. Hilarious. No one's laughing."

"In that case, the joke's on you," smiled Gwen.

* * *

**9 P.M.**

**The Parker Residence, Queens, New York**

"So May told me she saw that Stacy girl accompany you home today," Ben said resting against the doorpost to Petra's bedroom.

"Yeah… Why?" she asked flipping through pages of her book as she sat on her bed.

"Nothing in particular really. It's just good to hear you're making new friends. It's about time you went around with people other than Harry."

"Mm-Hm"

"Is she nice?"

"Mm"

"Pete? Are you hearing me or am I talking to a rock?"

"I'm sorry what?" Petra asked turning her head around to face her Uncle.

"I said, it's good that you're making new friends. Is that Stacy girl nice? What's her name?"

"Yeah, she's nice." She replied before concentrating back to her paragraph.

"Pete?"

"Hmm?"

"What's her name?"

"Uncle Ben, I'm really quite busy right now."

"Oh," Ben said.

"I'm working on something… Can we do this later please?"

Petra didn't turn around to see Ben's hurt expression before he left her room. "You have a good night then Pete. I'll uh… see you later I guess"

Once Ben was gone, Petra closed her bedroom door and excitedly switched on her computer. Work often made her oblivious to how she treated other people. Besides, it wasn't like she had much to talk with Ben about these days. He didn't understand half her work. It was impossible to make any kind of conversation at all.

She sat down on the computer desk and began comparing notes on the various detailed studies she had gathered about different species of spiders. She then cross-referenced it and tried to find out about the various experimental projects currently ongoing across the world.

But she specified her search a little more considering the fact that she already knew where to look – Oscorp Industries. A few clicks here and a calculated keyword search there and soon she stumbled upon a third party site which talked about something called - the Super-Soldier Serum.

_Wasn't this something used during the Second World War? _

She had to hazard a few guesses but eventually, she did end up on a published article by a journalist named Eddie Brock who had written an exclusive article for the Daily Bugle which talked about a strange chemical compound called Oz which was currently in the development phase at Oscorp's Research Facility.

_What the hell is Oz?_

There were pictures posted online of Oz tested on different animals. Lizards, Monkeys, Rats, Spiders and apparently the results had been failures for the most part.

She pieced together the information she learned and rushed to her basement where she had all her equipment.

She pierced her fingertip with a nail and putting a drop of blood on a slide she studied it under her father's rickety microscope.

Petra had observed a lot of things in her life as a curious and aspiring scientist. But what she saw in her own blood at that point left her gasping for breath in shock.

The very structure of her blood cells had undergone a radical change. There were so unique and dynamic that she couldn't quite believe her eyes. Overwhelmed by this new information and what it might possibly mean, she backed herself against the wall of her basement and slipped down into a fetal position.

_This… How is this even possible? A hybrid of two species? A spider-hybrid? Well, at least that's what it looks like… I've seen spider blood under a microscope myself and there's no denying it. But how…_

Well, there was only one way how. And it had happened to her.

Once the shock had dissipated she stood up. She didn't know if it would work this time but despite her doubts, she placed her right hand on the wall behind her. And then her left.

Then she placed her hand higher on the wall.

And then another.

Another.

Once she was looking down at the dark basement from her ceiling, her hair hanging down because of gravity, a feeling of amazement entered her mind as she smiled. She smiled like a madman.

"Isn't this freaking badass!"

* * *

**Author's note:** Not much to say this time around except thanks for all the support. It really helps me keep going with the story. Love the feedback as always and hoping for more with this chapter. Love to hear your thoughts on the developing relationship between Petra and Gwen. I'm taking it slow between them too. I hope that's okay.

So I figured out a time-frame for my updates to this story. I'm probably gonna upload a chapter once every week or somewhere around that. I'm really busy during weekdays so I hope that time-frame is okay.

Anyway thanks for reading this chapter. Hope you enjoyed it and if you did, don't forget to leave your feedback and show some support. Again, it keeps me going and it really really means a lot.


	5. More Changes

**Author Notes:** I apologize for the long wait. Terribly busy with work these last two weeks. hoping to get back into the swing of updates henceforth. Fingers crossed.

I hope you guys enjoy it. :)

* * *

**MORE CHANGES**

**Friday**

**11:40 A.M.**

**Midtown High, Queens, New York**

With all the recent developments that had taken place overnight, Petra had internally been questioning whether exhibiting Spider-like abilities was an okay excuse for her to skip a day of class. She had planned to call in a sick day in the morning but having seen her five-page paper on genetic inheritance to be submitted by the end of the day, she realized she badly needed to access the school library in order to hand it in.

_Besides, I could use my time to gather up a few more resources on spider morphology. _

That being said, she hesitantly placed a hand on her forehead as she clicked her locker shut. There was no denying it, she was burning up like a miniature Sun_._

_Add erratic fever patterns to the list of Spider abilities. _She sighed as she leaned her head against the locker door.

_Well, this is what you deserve for not taking a break._

"**Ah…Ah-Atchoooo**!"

In a split-second decision, she covered her face with her shirt-sleeve and knew almost instantly, her sleeves were going to be rolled up for the rest of the day.

"Looks like someone's finally out of hibernation," said Harry walking up to her.

"Hello," she replied drearily.

"And why do you look like you're in dire need of hot soup and three warm blankets"

"**Ahhtchooooo!**"

"Okay, I take it back. Maybe you should be back in hibernation"

"Not an option. I have my biology paper due by 4"

"Uh no offense Pete, but you look like you crawled out of your grave"

"I feel it too"

"You really need rest"

"Tell me about it"

"Then why are you walking towards the library instead of straight home?"

"Because the things I do for good grades?"

"Petra you're sick," he said, a worried look slipping into his visage. "You really shouldn't be pushing yourself like this"

"I know"

"Are you going to listen to me?"

"It's not a good time. Okay?" she said exasperated by the unwanted concern. **"Atchoooo!"**

"Look, I understand it's not a good time but– "

"No, you don't. You have no clue what's happening to me alright. **Ahhhhtchoooo!** I'll… I'll see you later," she muttered fixing her glasses as she walked away leaving behind a very confused looking Harry Osborn.

The thing was, she had been so busy with the massive changes in her body that Petra had almost forgotten about Harry, or Liz, or Gwen. Everything was in flux around her and the last thing she needed was people she knew poking into her bubble and bursting it. Of course, she appreciated the concern but really, she wanted to be left alone for a while.

There was enough going on already.

* * *

**4:30 P.M.**

It was by pure chance that Petra stumbled upon the scene in the parking lot with Gwen and Sally. They were standing in a shady corner at the end of the lot and she might not have even noticed them had Sally not been shouting.

It wasn't entirely clear to Petra if they were bickering or it was a full-blown fight but she stopped behind a semi-truck which blocked her from their view. With a pricked ear she heard Sally throw a bunch of insults at Gwen and in return heard nothing from Gwen.

Wondering what this was all about she heard Sally say "Not only have you been messing up my locker, but I know you're the one who spilled coffee on me a few days ago." There was a somewhat nasal quality to Sally's voice, something related to a sinus problem she didn't want people to know about and yet everyone did, but it still made her voice awfully annoying to hear.

Petra peeked out of the corner of the car and noticed that Gwen had her hood on and seemed awfully silent in the engagement. Sally, however, had her arms crossed and had a look of disdain in her eyes.

"What exactly is your problem with me? What have I ever done to you?" she told Gwen furiously.

Gwen meanwhile started laughing which only enraged Sally further.

"Are you crazy? What is so funny?"

"Nothing," Gwen giggled.

It was by far the strangest confrontation Petra had seen but also considering the fact that Gwen was so much taller than Sally, she thought the situation was not one to be terribly worried about. There was very little chance of it becoming serious so she decided to just walk away and head home. Her fever was still burning hot and there was more work and investigation to be done.

But unfortunately, that never happened because the next thing she knew, she saw Sally push Gwen by the shoulders. Clearly, it was a move out of frustration on Sally's part owing to Gwen's laughing fit but it still seemed to shock her. Sally pushed her again at which point, Petra started heading towards them, half-running half-walking, with the intention of breaking them apart.

However, given how unwell and woozy she was with the fever and her newfound unfamiliarity with her physical abilities, she misjudged the speed of her running and instead hit her foot on the bumper of a purple Buick car and landed with an ill-timed tackle on Gwen's legs knocking them both off balance as Gwen landed on the pavement on her butt and Petra went splat on the windshield of the car. She was pretty sure one of her glass lenses cracked in the impact.

Though it might have been a comical stretch of clumsiness on her part, she was bright red in the face when she stood up and stared at both Gwen and Sally with a look of discomfited embarrassment.

Sally looked stunned at the series of astounding events that had just taken place and her expression changed from shocked to that of pure delight as she screamed with laughter, "Parker, what a dork! You just made my day," and saying that she slowly walked away bursting into short fits of laughter.

Meanwhile, Gwen, extended a hand towards her, "Some help partner?" and Petra pulled her up from her sitting position on the pavement. "My hand's bleeding," she said, "The skin got scraped on the gravel. What a waste…"

"I'm sorry" Petra muttered in a voice weaker than a dying fish. Her face flushed even more as warm blood coursed through her veins. "I'm so sorry. I mistimed my run. Actually, I had no clue I could run that fast"

'You had no clue you could run fast?" Gwen asked, looking like a prime example of someone holding their laugh in. This only made Petra blush more.

"Let's just head home," she said and Petra obliged quite willingly. But not before she noticed the huge inward dent on the bumper where her foot had just collided with the car.

_Did I do that?_

* * *

**8:05 P.M.**

**The Parker Residence, Queens, New York**

"Pete," May called from the kitchen.

"Yeah?" Petra replied staring at her well-toned biceps in the bathroom mirror. _What the… Where did this come from?_

She took off her clothes and gently brushed her fingers on her lean abs. As far as memory served, she was pretty sure these didn't exist a day ago. But still, how had she not noticed this before? This was just crazy.

"Pete?" May called again and Petra put on her shirt and got out of the bathroom albeit somewhat dazed.

"Yeah, what is it?" she shouted back searching for her pair of glasses.

"I just got off the phone with Captain Stacy"

"Right," she replied as she found the glasses tucked beneath her pile of school clothes. "Wait, who's Captain Stacy?"

"Are you listening dear?"

"Yeah, I just asked who Captain Stacy is" she shouted as she wore her glasses and her vision grew blurry almost instantly. She took off her glasses and immediately her sight was back to normal, and once she was sure everything was fine she wore it again.

"That's Gwen's father dear"

"Uh… Gwen's father is a sea captain?" she asked while still trying to fix her blurry vision. It took her a good few seconds to realize what was really going on.

_Wait a second… I can see?! _

"Captain Stacy is with the NYPD. I thought you knew?"

"Uh-huh," replied Petra absent-mindedly as she tested her glasses again, only to end up with foggy eyesight.

_Wait, this is no joke. I can actually see! _

She grinned realizing for the first time the implications of the multiple makeovers her body had undergone in the span of a day or two.

Lean and well-formed musculature, strength, agility, climbing walls, and now better eyesight? There just didn't seem to be an end to the changes.

_Seriously, what else can I do? _

"Petra?" Aunt May asked peering into her bedroom through the doorway. "You okay? I just heard someone giggling up here…"

"Oh, that was me. I uh… figured out a difficult math problem. You know how silly I can get when I'm working" she said putting on a nonchalant expression.

"Hmm yeah, I suppose that's okay"

"Right"

"Is that a new hairstyle? It looks nice"

"Same hair since middle-school, May"

"Oh, well you look different. I thought it was the hair" she said looking curiously at her niece.

"Different how?" she asked innocently, knowing full well what May meant.

"I can't tell. Maybe it's because you're not wearing glasses. You do look quite different without those dreadful things."

I'm sure that's what it is"

"Yeah, that's probably it."

"So, about Captain Stacy? You were saying?"

"Oh right, I almost forgot. He wanted to thank you…"

"For what?"

"He said you helped Gwen home after she cut her hand at school today…" May beamed at her.

"Oh, that doesn't seem like much. Really, I didn't do much" she replied, turning red with false modesty.

"Captain Stacy is a busy man. I think he simply appreciates the fact that someone's helping his daughter when he can't afford to help her himself." May said wisely with a smirk.

Petra just blushed even more.

"Apparently, his daughter also got into a fight with another girl. You wouldn't happen to know anything about that would you?"

"I know nothing"

"Well, that's that then. But gaining praise from a policeman eh Pete? Maybe this means something…"

"I'm sure it does. Now, can I get back to my work?"

"Supper's in an hour," May said disappearing from her room and leaving her alone.

She walked back to her mirror and carefully scrutinized her physique and once she was satisfied with her observations, she looked straight into her hazel eyes, which were no longer covered in glasses, and asked herself the question – _What's next?_

* * *

**Author Notes:** Five chapters in and no sign of Spiderwoman yet... I guess there's no point in telling you guys this, but you're all in this for the long haul seeing as how slowly I'm going to take this story. Also, I hope you like that because I'm kinda going for a comic book series kinda vibe with this story, where there are multiple sagas involved in the entirety of the series.  
At least that's what I hope this is gonna lead to. Let's see...

Feedback is always appreciated... and thanks to everyone for leaving your comments and favs and also if you're someone reading this and just enjoying it so far, I'm happy with that too. Just a lot of happiness all around...

Right, until next time, which is hopefully soon. :/


	6. Troubles

**TROUBLES**

**Two weeks later**

**5:37 P.M.**

**An abandoned factory Warehouse, Queens, New York**

Inside the rundown warehouse facility, a dark figure flipped off a wall, twisting mid-air as she followed a trajectory to a nimble landing on the floor. She immediately followed her landing with another jump to the adjacent wall bouncing off of it with quick movements.

Her agility was supreme but even she was aware that her movements lacked the grace and fluidity of a well-trained athlete.

After years of leading a life with books and computer screens, Petra was now testing the capabilities of her enhanced body fuelled by spider genetics. It was absolutely incredible what her newfound abilities were helping her achieve. From inhuman feats of climbing walls to jumping up to fifteen meters in a single leap, she could do it all seamlessly and without much effort.

Now it was all a matter of combining them and mastering them through practice.

She was wearing tracks as she performed her activities in the factory, leaping off the ceiling this time and curving her trajectory into a quick forward thrust as she landed on her hands and somersaulted on to her legs for a perfect landing.

Also, having abandoned her glasses quite a few days ago, she was yet to face any kind of major difficulties like her previously poor eyesight or any other hindrances.

But her fascination with her new gifts had come to fruition a few days ago when she had participated in a basketball match in P.E. class.

Now, granted her control on the ball was poor when she began playing but she was still easily the quickest player on the court.

She remembered quite clearly the awestruck look on most of the guys when she had run from one end of the court to the other in less than five seconds and scored a flying dunk on the shoulder of Flash Thompson. The complete silence afterward and the claps from an amazed Gwen Stacy were her only reward for the impressive effort.

By the end of the hour, she had not broken a single sweat. Her performance that day not only solidified her as a major hidden talent in the eyes of the coach but also gave her a sense of exhilaration and newfound confidence.

It almost made her feel like she was a new person altogether. Something she felt more and more as the days had progressed.

The strangest thing happened when after two days of shedding her old timid nature, ditching her glasses and being more social than ever with her classmates, she was cornered in the school hallway during recess by a senior who wanted to ask her out to prom.

When it came to treading new grounds, she was utterly clueless about how to deal with such a situation having never faced one before. However, before she could answer with a "Yes" or "No", her fight or flight mechanism kicked in and she ran away from the boy with a hurried sorry and blushing till the roots of her hair.

Despite this awkward confrontation, she began to realize as the days passed by, that people were starting to notice her. This was a wholly new concept and something she had always feared before but one she was relishing quite a lot now.

Meanwhile, inside the warehouse, she climbed down from a broken ledge and drank a few sips of water from her bottle. The light from the sun was waning outside as the streetlights were being lit to illuminate the dark evening. She saw all this through the huge windows and considered going back home.

Maybe a bit later.

This empty warehouse had been a great spot for spending time alone. It had always stood on her way to school but she had never thought much about it till recently when she had badly needed a place to test her skills and abilities.

She had explored the place quite thoroughly the day before and had found it to be very cozy which inadvertently led to her now spending a considerable amount of time not just for testing her abilities but also just wantonly wasting time by herself in the massive facility.

Laying her head against the wall she thought of catching a short nap before heading home. But right above her head was a giant cobweb with a spindly-legged spider at its center bearing down on her. She blew gently on the web and saw the spider skitter away from her.

She slept for an hour.

* * *

**7:17 P.M.**

**The Parker Residence, Queens, New York**

"Where were you?" greeted May's stern voice as Petra walked in through the back door.

"Library"

"It's well past seven"

"I had some work" she replied swinging her bag as she headed up the stairs.

"That's a little convenient isn't it?" May shouted from the kitchen.

"I was busy Aunt May. Can't we drop this?"

"Well, you're the one being odd Petra. You've been moody for days now. I've hardly gotten a word in"

"No, I haven't"

"Even Harry's worried"

"Harry called?"

"He showed up in his huge black limousine a while ago. What's going on with you?"

Petra walked back down the stairs and faced her Aunt's grim face over the kitchen counter. "It's nothing. Just transitioning…"

"What does that mean? And why on earth have you stopped wearing your glasses?"

"I don't need 'em anymore," she replied.

"But you've worn them for ages. They were thicker than a pair of dictionaries"

"Exactly, they made me look bad," Petra said but hesitated as she looked at her aunt's suspicious expression. "Where's Uncle Ben?" she asked instead.

May's expression became cloudy as Uncle Ben was brought into the conversation.

Her reaction was no surprise considering the fact that Ben had just been fired from his job a few days ago. Ever since then, the atmosphere at home had been troubled to say the least. It was also why she found herself spending time away from home more often.

"Uncle Ben's not home"

"Well, where is he? Is he out looking for a new job?"

"Petra you really needn't need to worry about it"

"How? We're always short on money… How can I not worry about this?"

May looked defeated and there were signs of early wrinkles on her otherwise relatively youthful skin. "We're going to get by fine. Your Uncle is far more resilient than you think."

"But maybe I should try working some shifts on my downtime. I could help"

"There will be none of that. You're gonna go to school and continue bringing stellar grades. One day those grades are going to get you into the best colleges in the country. No, if anyone has to work it'll be me"

Petra tried convincing May that she could help but it all fell on deaf ear. Eventually, she had to succumb to Aunt May's stubbornness as she walked back upstairs.

Needless to say, however, things were not alright at home.

* * *

**The next day – Saturday evening**

**Somewhere in The Bronx, New York**

"**Crusher Hogan! Crusher Hogan! Hogan Hogan!**" went the chants by the audience around the ring as Petra sat beside Harry, Liz, and Flash at the back of the arena.

_Why are we here? _

"Why are we here?" asked Liz vocalizing Petra's thoughts to Harry.

The extremely large muscled man in the center of the ring raised his hands up towards the air as his enemy was wheeled away by the medics, possibly with a few broken bones.

"**Crusher Hogaaaannnn!**"

"I thought it'd be fun" shouted Harry above all the noise. "It's entertaining isn't it?"

Judging by Liz's expression though, it was anything but entertaining.

"**Ladies and gentlemen**," came the voice of the host with the microphone as he walked around the ring, "**Who here is willing enough to talk on the invincible Crusher? Who here has what it takes**?

"**If you think you can take the Crusher down… we have five hundred dollars in cash for the acclaimed individual. Step right up if you want that money people!**"

A resounding roar went around the arena at the mention of money.

"That's some serious cash," Flash said to them, "You know what, I'll be right back…"

He came back with a dejected look a while later. "I couldn't get in," he said, "The traffic is horrible up there. Too many people"

"Let's just sit back and enjoy" replied Harry to him as he leaned back with a chilled out expression.

They stayed there for an hour at most before deciding to leave. They were all standing outside on the pavement next to Harry's limousine when Petra excused herself for a minute saying she dropped something inside.

She entered the arena and sneaked right up front next to the host and shouted at him, "I wanna take him on!"

By sheer luck, the host noticed her among the huge cacophony of voices around him. Everyone around her was a dude.

The host leaned down next to her, "You have my attention. What is it?"

"I wanna fight the Crusher"

"Hah!" he scoffed

"I'm serious!"

"I really don't have the time. If it isn't obvious to you - no girls allowed in the ring with men. Not unless you wanna hold up signboards… but even that requires you to be above age"

"I don't care. I can fight and I wanna fight. I also want the money"

_I need the money._

"Not possible honey. Show me a driver's license and maybe I'll get you in the ring to hold up a few signboards. That pays well too"

She walked out of the arena somewhat angry but also dejected that her approach hadn't worked. But she also badly needed the money, Ben and May were in dire need of some… and given her new powers, that fight with Crusher would be a breeze for her.

No, she was absolutely determined to do this.

* * *

**Author's note:** So I know I've taken a long time but I'm slowly inching towards the end of the origin saga for Petra. I may possibly need one of two chapters more to wrap it up and then I have a few plans that I'll discuss in future updates.

As always, feedback is appreciated and thanks to everyone reading and following this story. Also thanks for being so patient with the slow buildup (I'll pick it up don't worry)… I did try to pick up the pace with this chapter but let's see what happens. A lot of ground still left to tread in the future.


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